


Next Time

by phillydragonldy



Category: Smallville
Genre: Explicit Sexual Content, F/M
Language: English
Status: Completed
Published: 2014-11-01
Updated: 2014-11-16
Packaged: 2018-02-23 11:11:46
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 6
Words: 17,005
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/2545433
Author URL: https://archiveofourown.org/users/phillydragonldy/pseuds/phillydragonldy
Summary: <blockquote class="userstuff">
              <p>Misunderstandings.  Missed connections.  Would they ever get it right?  Would they ever take the risk?<br/>Pairing: Chloe Clark (Chlark)<br/>Rating: PG-13 - NC-17 depending upon chapter<br/>Timeline: Season 1 - 6 goes AU in 6</p>
            </blockquote>





	1. Chapter 1

**Author's Note:**

> Story created for secret-chlark Fall 2014 for: purple_moon123

Fabulous banner by: [](http://chleansmile.livejournal.com/profile)[**chleansmile**](http://chleansmile.livejournal.com/)

* * *

 

 

The first time Chloe Sullivan kissed Clark Kent was on the day they met.  
  
Chloe moved to Smallville at the start of eighth grade when her father took a position managing the #3 fertilizer plant for Luthorcorp.  Clark Kent was assigned to be her tour guide at Smallville middle school.  
  
He had never met anyone like Chloe before.  She was crazy smart, funny, and fun.  Not even Lana was like her.  
  
Chloe had spent her whole life in the big city and seemed intrigued by him growing up on a farm.  He didn't know why he did it, but he asked if she wanted to come over.  
  
To his surprise, she said yes.  
  
He was showing her around the barn loft and talking books, when all of a sudden, she kissed him.  
  
His first kiss.  
  
When he asked why, she replied brightly, "I know you've been thinking about it all day, so I figured to just get it out of the way and be friends."  
  
Well, yes, she was right.  She was cool and pretty, even with the silly haircut, so of course he had thought about kissing her.  Sadly, it seemed she didn’t see him the same way.  She just wanted to be friends.  Which he told himself might be better anyway because of his secret.  
  
But still...she had kissed him.  So maybe things would change someday...  
  
For now, he would take up her offer of being friends.  
  
Maybe next time it could be more.

* * *

  
  
_Stupid.  Stupid, stupid, stupid!_ Chloe thought, walking out to her bike from the Kent barn.  She had Clark’s borrowed library book,  “Tales of the Weird and Unexplained” under her arm.  
  
Why had she kissed him and then ruined it by saying she just wanted to be friends?  
  
Well, she would just have to clear that up the next time she saw him.

* * *

  
  
The next day, Chloe saw how Clark looked at Lana Lang.  He literally couldn't even walk in a straight line without tripping around the beautiful brunette.  
  
Chloe knew in her heart there was no way she could compete with cheerleader.  
  
Maybe next time she liked a boy, she would find one that wasn't already in love with another girl.

* * *

  
  
The second time Chloe kissed Clark, was out at Kyle Tippet's trailer, and she was under mind control.  
  
The persuader took her hand and asked, "You have feelings for Clark, don't you, Chloe?  You see him, and you want him."  
  
Clark  laughed.  That was just silly.  He saw Chloe almost every day.  He would know if she “wanted” him.  After all, hadn't she been the one to kiss him just to "get it out of the way" and then declare they would just be friends?  
  
But Kyle wasn't done talking, "All this time, you've been hiding it.  Now you can show him."  
  
Then to Clark's surprise, Chloe was running her hands up his stomach and chest, making intriguing little noises.  Suddenly, her hands grasped his jacket lapels in a surprisingly firm grip and dragged him down to her.  Her lips were firm and intriguing...and open.  
  
Suddenly her tongue darted into his mouth.  He felt his eyes go wide in shock.  
  
Another part of him had a very different reaction.  
  
Confusion and... something else poured through him.  He wanted nothing more than to explore that “something else,” but it would be wrong.  She wasn’t in control of her actions.  
  
Sometimes it sucked to be a gentleman.  
  
He lifted his hands from where they had fallen to rest on her hips and held then out in a show of  submission.  He didn't want either Kyle or Chloe to think he was taking advantage of her mind-controlled state.  No matter what intriguing things her tongue was doing, or how his body was insisting he react.  
  
She broke it off as suddenly as she started, and turned back to Kyle.  "OK, come on.  I'm ready."  
  
For the second time, he saw that a kiss from Chloe could completely throw him off balance and mean nothing to her.  
  
He wouldn't let himself be so revved up by her next time.

* * *

  
  
Minty.  Kissing Clark was minty.  
  
That must have been a fairly intense kiss for him to linger on her tongue like that.  
  
Looking at Clark’s shocked and embarrassed expression as he wiped his lips, she instantly knew exactly what kind of kiss it had been.  
  
_Oh my…_  
  
She pushed her hair from her face to hide her shock…and disappointment.  
  
She promised herself she would remember kissing him like that next time.  


* * *

  
  
It was the kiss that should have been, but wasn't.  
  
Everything was perfect. Clark asked the band to play her favorite song and held her tight as they danced.  It felt like all the Lana haze in his eyes had finally melted away and he was actually seeing _her_.  Not his friend. Not a runner-up to Lana.  He was finally seeing _Chloe_.  
  
And he seemed to like what he saw.  
  
She smiled up at him. "Clark Kent, man of mystery.  Just when I think I have you figured out, you surprise me."  
  
"How's that?" he asked.  
  
"The song, the tux...tonight."  
  
He smiled gently down at her.  "And I'm still here."  
  
She grinned back, still amazed.  "Yeah, you are."  
  
Then she did something she had dreamed about for so long, though she would have denied it if asked.  She placed her head on his strong shoulder and danced.  
  
When she lifted her head just to make sure it was all still real, the impossible happened.  Clark leaned down and tilted his head.  His lids slid down over those impossibly blue eyes.  
  
_Clark was going to kiss her!_  
  
It wasn’t to be.  
  
When he was just as breath away, the gym was suddenly filled with feedback over the loudspeaker, shattering the moment with an announcement of tornadoes.  
  
A second later he was gone.  She didn’t know how she knew where he went, but she did.  He had gone after Lana.  
  
She had been an idiot, putting herself out there like that.  He was in love with Lana, not her.  She should have known that he would leave her.  
  
Eventually everyone leaves.  She would remember that next time she stupidly thought about putting her heart out there.

* * *

  
  
_Why didn't I kiss her when I had the chance?_  
  
They were in the woods, trying to find his dad, but it was the first chance he had to talk to her Chloe alone since the dance.  And it was all going wrong.  
  
Of course he had to leave to save Lana, but he hadn't expected the window with Chloe to close behind him.  
  
But it had.  She was pulling the friend card on him again.  
  
At the dance he had thought... _but no._ She had just been caught up in the moment.  She was just confused and confusing.  
  
In the light of a new day, she clearly wanted him as a _friend_ more than anything else.  
  
He would remember that next time.

* * *

  
  
The next time they kissed nearly blew Clark's socks off.  
  
And she didn't remember it at all.  
  
Chloe was infected with a cave parasite and Pete dosed Clark with red meteor rock.  
  
While Chloe couldn't be held responsible for her actions, Clark could.  The red meteor rock just lowered his inhibitions.  It didn't change who he was.  And “who he was” was the guy that had his hands all over the warm and delicious curves of his best friend.  
  
_Oh God._  
  
Chloe stirred something in him that not even the gentle and beautiful Lana ever did.  He had seen it during that kiss at Kyle Tippet's trailer, but this was a whole new level.  With his hands on her strong, curvy body and her playful teasing, he recognized what he felt as pure, unadulterated, lust.  
  
First in the backseat of Pete's car, and then at the Talon, he couldn't keep his hands or mouth off of her.  Fire raced through his veins as he gave into his strongest, most secret desires.  He no longer cared about her wish to put their friendship first, or his own conflicting feelings for Lana.  
  
All he wanted was Chloe.  
  
He nearly lost his virginity right there in the coffee shop in a tangle of tongues, grasping hands, and popping buttons.  
  
She stripped his shirt from him, and for a moment, he relished the feel of her on his bare skin.  
  
Then reality hit him like a bucket of cold water.  
  
Looking down, he realized the Red-K that had let his wildest impulses rage out of control, was gone.  
  
Realization of what he had been about to do slammed into him.  
  
He had been on the verge of insane, wild sex with his best friend in the middle of a coffee shop.  
  
_Damn that red rock!_  
  
It was wrong, incredibly wrong.  She was his _friend!_ He pulled away and frantically tugged his clothes into a semblance of order, fighting the urges that still demanded he finish what they had started.  
  
**No!** he told himself firmly.  
  
"You don't have any real feelings for me, do you, Clark? Every time we hang out, it's just to get answers. 'Chloe, why don't you research this?' or 'Chloe, why don't you look up that?' I'm nothing more to you than your own personal search engine and I'm sick of it."  
  
_No!  That wasn't it at all, Chloe!  I'm doing this for you.  You don't mean any of this.  You're confused, and I'm an awful person for taking advantage of you this way!_  
  
"I want you, Clark."  
  
_Oh God..._  
  
He suddenly wished his jacket was longer to hide the huge bulge in his pants, which showed no signs of going away.  
  
_**No, dammit!**_ She wasn't herself.  She didn't mean any of it.  
  
Chloe didn't really want him.  He had fallen into the same trap again.  She needed his help, not his hands on her.  He needed to remember that next time.  He shouldn't be giving in to these urges, when she was clearly not herself.  
  
Lana catching them just confused matters.  
  
Chloe left the shop and he chased after her.  Outside, Pete sucker-punched him and everything went dark.

* * *

  
  
Chloe wasn't entirely sure what happened when she was under the influence of the cave parasite, but she was able to piece together some of it.  
  
She knew she has kissed Clark.  She knew the minty flavor of him that still lingered on her tongue.  
  
Then both Clark and Lana lied about it to her.  
  
Why?  What had happened?  Why would they lie?  
  
Fear?  Jealousy?  Embarrassment?  
  
_Shame…_  
  
Clark was ashamed of kissing her.  
  
She blinked back tears.  
  
It was really Lana he wanted to be kissing.  Not her.  
  
_Stupid! Stupid, stupid, stupid!_  
  
She wouldn't forget where his heart really lay next time.

* * *

  
  
Memories of that heated day haunted Clark's dreams for weeks.  He could still feel the pressure of her lips, the heat of her body, the sweetness of her scent.  He ached in the night, as his head spun with the images and fantasies.  
  
His throbbing body refused to let him sleep until he gave it release.  
  
He knew it was wrong.  She hadn't been in her right mind.  
  
Chloe didn't actually want him that way, and besides, he was in love with Lana.  He should be thinking only of Lana.  
  
It didn't matter.  Her name would slide from his lips against his will as his body pulsed and shuddered.  
  
_“Chloe…”_  
  
After each climax, Clark promised himself that next time the name he whispered in the dark would be Lana.

* * *

  
  
He wasn't sure exactly how she did it, but Chloe found him in Metropolis.  Maybe she spotted him at one of the clubs and followed him home.  That would be like her.  
  
He had run away to escape everything from Smallville, but there Chloe was at his apartment door.  
  
Before he left, his parents had begged him to stay.  Lana had begged him to stay.  
  
Chloe had told him to have a nice life.  
  
It had all been too much, so he had left.  
  
Ironic that Chloe would be the one that found him after only a week.  He made her promise to keep his location a secret, and she did.  But she kept coming back, trying to convince him to return to Smallville.  
  
She rattled his numbness every time he saw her.  He felt too much with Chloe around, so he did everything he could think of to make her go away.  He threatened to run away to where she could never find him, he loomed, and raged at her.  
  
She stood her ground through it all.  
  
He knew of one way that could make Chloe decide, once and for all, to leave him and never return.  He could kiss her.  
  
But not just any kiss, he could unleash the pounding urges in him.   He could show her all his pent up rage and pain and need.  He could pin her sweet body against his apartment wall, and plunge his tongue into her mouth in the way he soon intended to be plunging into her body.  
  
Would she stay?  Would she join him in the large bed of his Metropolis crashpad?  She felt something for him, he knew that much.  She had been so upset at his being with Lana.  Even though Chloe had always put their friendship first, there was still part of her that wanted him in a way that was more than just friendly.  It might not be the larger part, but it was there.  Enough to make her jealous.  
  
Would it be enough to keep her here?  
  
Or would she run away forever?  
  
Even with his inhibitions gone, his sense of self-preservation wouldn't let him do it.  He couldn't lose her.  He couldn't make himself risk a final goodbye by doing that, even as strung out as he was by the red rock.  
  
He knew he should leave the apartment.  He should have gone, but even through the pain and rage and drugging Red-K, he found he couldn't leave Chloe behind.  So, he remained and waited for the next time she came around.

* * *

  
  
Chloe didn't know the person she found in Metropolis.  He looked like Clark, his voice sounded like Clark, but he wasn't Clark.  
  
Nothing about this was Clark.  
  
She always made sure to be clear of the building before letting the tears fall.  
  
To have this impostor pressing in at her, in a way that was _so close_ , but so very wrong from the ways she had always dreamed of Clark pressing into her, was too much.  It felt like a corruption of everything between them to have him act this way to her.  The tears flooded and rained down, but she still couldn't stay away while he was still in reach.  She still had to hope that somewhere inside that frightening stranger was the boy she loved.  She gasped out her pain and fear.  
  
There was obviously something very wrong going on with him.  She shouldn't let him upset her so much.  
  
This wasn't Clark.  
  
She would remember that the next time the tears threatened to fall.

* * *

  
  
Their Junior Year was rough on Clark and Chloe.  They each had a hard time forgiving the other.  What happened in Metropolis put a new tension on everything between them.  But some things were the same.  Clark knew that when there was weird, Chloe would always be there to investigate it.  So when Lana suddenly developed a magnetic attraction to Seth Nelson, he knew she would be willing to investigate.  Despite her insinuations that Lana may actually like the guy.  
  
Life couldn't be that unfair.  No Lana...and no Chloe.  
  
As expected, Chloe easily got them into the Smallville Medical center records room.  What he hadn't expected was someone walking in on their snooping.  What he _really_ hadn't expected was Chloe kissing him as a distraction for the doctor's benefit.  
  
What he should have expected was the instant fire that the feel of her lips sent through his body.  
  
She suddenly and forcefully pushed him up against the file cabinet walls and crushed her lips onto his.  Despite the shocked "What's going on?" from the doctor and the suddenness of it, instinct took over.  Her hand grabbed his arms, so he wrapped them around Chloe and pulled her tight and close.  The angle she had achieved by slamming him bodily against the file cabinets had his head on level with hers.  And his hips with hers.  
  
He wondered if she could feel the sudden reaction of his body.  
  
Despite the angle and the force, the kiss was surprisingly chaste.  No tongues, jut a hard press of lips.  
  
He wanted more.  
  
"What are you two doing in here?" the doctor asked more sharply.  
  
Suddenly, Clark remembered where they were and what they were actually supposed to be doing.  His eyes snapped open a second before Chloe's did.  
  
Records.  Lana.  
  
Right.  
  
For just a second, he thought he saw something in Chloe's expression.  something much more than friendly.  Something that had nothing to do with making a show for the doctor that caught them.  
  
"Nothing. Uh, sorry, we were just taking a break from candy striping."  
  
God, she was so quick-witted.  His own mind was still a puddle of goo.  
  
"This is a hospital, young lady. Volunteering is about helping patients, not about make-out sessions in the file room, okay?" the doctor lectured.  
  
"Okay," Chloe agreed and the doctor left.  
  
She was looking very proud of herself now.  "A good reporter always thinks on her feet."  
  
Her feet weren't the part of her he was most interested in at that moment.  He still felt dazed.  Chloe hadn't kissed him since the incident with the parasite and the Red-K.  
  
But now she had.  
  
And it was a distraction, no more.  
  
Certain parts of him had a... _ahem_...hard time accepting that.  
  
As she smiled smugly and left he really wished he had her skill with a snappy comeback.  Because when his lips finally parted to speak, she was already gone.  
  
He had missed his chance to say, "Don't go."  
  
He'd think faster on his feet next time.

* * *

  
  
She hadn't imagined it.  Clark had been _hard_ when she had pressed him up against that filing cabinet and kissed him.  
  
She couldn't contain the smile on her face.  Clark wanted her.  
  
So maybe she would risk it.  Maybe she would tell him that she wanted to be more than friends.  They would clear up this thing with Seth and Lana, and then...  
  
Chloe's smile died.  
  
Lana.  
  
This was all about Lana.  
  
He didn't want _her._ Well, not really.  For all she knew, he had already been hard because they had been discussing the beautiful brunette.  
  
_Don't fool yourself again, Sullivan.  It is about Lana.  It is always about Lana.  Never you._  
  
Remember that next time you get these stupid ideas in your head.

* * *

  
  
Their friendship weathered many storms that year.  Clark's ongoing obsession with Lana, his secret-keeping, Chloe's prying, and her deal with Lionel fractured their connection deeply.  More than once, it looked as if everything was about to fall apart completely, but one or the other would hold on.  They weren't willing to let the other go completely.  They couldn't make the clean break, but also had a hard time forgiving.  
  
Each time they fought and walked away they each promised themselves they would fix things next time.

* * *

  
  
Eventually it was true.  It took a long time, but for their Senior Year, they were finally on track again.  Clark Kent and Chloe Sullivan were once more best friends.  
  
Chloe was alive.  Clark had let Lana walk out his life.  
  
Clark and Chloe were in a great place again.  As friends.  
  
Then Chloe accidentally drank a kryptonite love-potion masquerading as Gatorade.  
  
Her eyes fell on Clark, and all her repressed love for him came rushing out.  She knew what she had to do.  She had to show him exactly what he meant to her.  
  
Next time Clark Kent climbed up to his barn, she would be waiting for him.

* * *

  
  
Clark climbed up the to the barn loft to see Chloe sitting on the couch.  In his football jersey.  
  
The breasts pushing against the fabric and the large amount of exposed thigh made it obvious, she was in nothing BUT the football jersey.  
  
_Gulp._  
  
"Chloe. What's going on?"  His voice sounded strange and high.  She patted the sofa cushion next to her invitingly.  
  
Unsure what else to do, he dropped his bag and moved to sit on the far end of the sofa.  He kept hold of one of the textbooks.  His clammy hands needed something to hold.  Something that wasn't Chloe.  
  
She smiled charmingly.  "So, do you remember that conversation we had this morning about your priorities? Well, I've been thinking about my priorities, and I think they're a little screwed up.  Who needs the Torch? Especially if you're not gonna be there."  
  
Clark forced himself to ignore all the interesting things that happened under the jersey as she slinked closer.  His grip on the textbook tightened.  He felt the cover of the book bend under his clenched fingers.  "Right."  His eyes stayed on her face, as he tried to ignore the raging demands of less discreet parts of his body.  "But that still doesn't answer why you're only wearing... my football jersey."  
  
"I want to make you my number one priority."  _That really didn't sound like Chloe._ "I would do anything for you."  She moved closer.  "Things that Lana would never do."  
  
His mind went mad with visions of things that Chloe might do.  
  
"Things to help relieve your stress," she continued, putting her hand on his chest.  
  
Clark felt frozen, but he couldn't help asking -- "Like what?"  
  
Her hand became moving down his body.  "Chloe..."  His eyes flashed down then back to her widely smiling face.  Her hand continued south.  When her hand reached his lap, he jumped.  The book was useless as a shield now, since he had crumpled it to roughly the size of a postage stamp.  Dropping what used to be the book, he gripped her searching hand before she could start doing something that would cause all his higher brain functions to cease completely.  "Hey, Chloe!  Are you feeling okay?"  
  
"I've never felt happier.  Clark..."  Then she straddled his lap.  
  
"Uh--" he got out.  
  
It took every ounce of willpower he had not to put his flailing hands on Chloe's sweet body.  Something must be wrong with her.  They had gone through this too many times now.  He wouldn't let --  
  
"Can't you see? I'm devoted to you. I love you, Clark."  
  
Her eyes were overly wide and overly bright.  They were almost scary in their intensity.  Then she kissed him, muffling his half-formed protest.  
  
Shock stunned him for a a vital few seconds before his mind raced.  This wasn't right!  Chloe didn't act like this!  They were finally friends again.  She must be brain zapped or infected, or _something_ again.  
  
He forced his mouth to stay closed even as her tongue lined his lips.  He held his hands safely away from the inviting warmth of her.  He couldn't mess things up between them again.  He couldn't respond to the breasts pressed against him.  He couldn't...  
  
His hard body told him in so uncertain terms, that _YES_ , he certainly _could._  
  
He lifted her off him suddenly, tossing her to the other end of the couch.  He pretended not to see the smooth skin and curves of her that flashed as she tried to right herself on the couch.  
  
He supersped away, telling his idiot body to calm down.  Something was obviously wrong.  He should have left the minute he saw her...  
  
He almost stumbled, as his feet were unsure if they should run or stop.  _Unclothed_ like that.  He and Chloe had been through too much to ruin things, when she was obviously not in her right mind.  He had to find out what was going on.  He had to make this right.  
  
Or he had no idea what he'd do next time.

* * *

  
  
Chloe was back to herself.  He tried to be happy, but a small part of him, had almost wanted to see what she would...  
  
No.  
  
That would have been wrong.  He was still too hung up on Lana.  It wouldn't be fair to Chloe, especially after all they had gone through to get their friendship back on solid ground.  
  
After all that, he certainly didn't expect her to lay her cards on the table.  
  
"Look, Clark, as much as I'd like to blame the pom-pom juice for this, I obviously still have those feelings in me somewhere."  
  
He could understand that.  He'd been fighting the same thing for too long, but he couldn't.  Just couldn't.  He couldn't lose Chloe like he'd lost Lana.  Losing Lana still hurt in a way that left his guts all twisted inside.  He didn't know what it would be like if he actually lost Chloe.  
  
It wasn't a risk he could take.  
  
"Chloe... I wish I felt the same way, but I don't."  
  
She looked slightly disappointed, but nodded.  
  
Against his own will, he found himself compromising.  "At least not right now."  
  
She smiled much too cheerily.  "I know that. And I accept it. I just hope that we can keep our friendship."  
  
_Yes, our friendship.  Our stupid, stupid friendship..._  
  
Maybe someday he'd have the courage to try.  Maybe next time it would be right...

* * *

  
  
Chloe had finally taken the risk.  She had finally put it out there and admitted to Clark what she felt.  She had had made a fool of herself a thousand times over the last few days, culminating in her finally risking her heart with the truth  
  
And Clark had shot her down.  
  
She wouldn't make that mistake again.  She wouldn't confuse friendship and a mild inclination on his end, with the love and driving need she felt on hers.  
  
Next time she thought it might be something more, she'd remember his face as he let her down as best he could.

* * *

  
  
_Stupid.  Stupid, stupid, stupid!_  
  
Hadn't she promised herself that she wouldn't be fooled again?  Hadn't she told herself not to think Clark was actually attracted to her?  
  
All it had taken was a few words and a light touch on her face and she had turned into butter in the noonday sun.  
  
"I have to confess that I... I find you absolutely fascinating. It's that twinkle in your eye...your wonderfully sexy smile...and your skin is so..."  
  
A rational part of her had finally snapped to life as his head bent down.  "Clark, what are you doing?"  
  
His voice stayed soft and seductive.  
  
"What I've wanted to do for a very..."  His eyes closed and he leaned down to her again.  "Very long time."  
  
The rational part fled and her own eyes closed and her lips parted.  Clark's breath on her lips was sweet and minty-smelling.  
  
His lips were just that breath's length from her when he suddenly pulled away, leaving her to stumble slightly.  His expression and voice mocked her softly.   "Don't you wish."  Then he moved past her with a final potshot.  "Miss Sullivan."  
  
A riot of emotions, strongest among them humiliation, raged through her.  
  
Later, a part of her would wonder if that had been something like the insane personality he had shown in Metropolis.  
  
That might not even be the real Clark.  
  
But, real Clark or not, it didn't matter.  She had let down her hard-won guard and gotten burned.  
  
Again.  
  
She swore to herself -- _Never again.  Never!_  
  
Next time she felt herself slip under his spell, she would remember this moment.  She would never let herself be played a fool by Clark Kent ever again.

* * *

  
  
Chloe was in her element.  Hot on the case as the elevator slid closed with her and Clark inside.  "Let's re-enact the event, okay?  So Lex had Eve up against this wall right here, so...okay."  She glanced over a a very uncomfortable-looking Clark.   "Come on, big boy, it's for the cause of truth and justice.  Now push me up against the wall."  She dragged Clark over to her, trapping herself between his arms as she tried to recall the course of events between Lex and Eve.  
  
"I don't think --" Clark stammered.  
  
Chloe didn't even hear him.  She adjusted their positions to fit the video they watched earlier.  "And her hand was like this... and I think his hand was like this. And they were..."  She pulled Clark's hips into hers, thinking.  
  
"Maybe he knocked the earring off accidentally," he interjected.  
  
"Yeah. Yeah, and then she pushed him... up against this wall over here like this."  She matched words to actions, pushing Clark against the wall with a solid thud.  
  
His hands gripped her arms lightly, and she realized they were pressed together tightly in the confines of the elevator.  Pressed together with their faces only inches apart.  
  
And something hard pressing into her stomach.  
  
"Hi," she gasped out, intrigued.  For once, Clark didn't pull way.  In fact, his eyelids lowered slightly as his gaze moved to her lips.  
  
Chloe didn't move in, didn't close her eyes.  She wouldn't fall for another almost-kiss.  Another heart-wrenching pull-away.  
  
If he was going to kiss her, it was going to be all him.  
  
Then the door opened on a woman with her twin girls.  "Oh my," the woman blurted, shocked.  
  
Clark jumped back from Chloe as if she burned him.  He bravely moved to hide behind Chloe's five-foot-three frame.  
  
As the woman hustled her children away, Chloe called after them, "No, but nothing was happening.  We weren't doing anything, really."  
  
It was true, they hadn't been.  They never would be.  Clark had made that clear over and over again.  
  
She tried to be proud of herself for not falling for the almost-kiss, but she was still disappointed.  
  
Next time, she told herself she wouldn't even want it.

* * *

  
  
_Stupid.  Stupid, stupid, stupid!_  
  
He had almost kissed her again.  How could he do that after turning her down just weeks ago?  He was a complete hypocrite.  Saying one thing and doing what he wanted anyway.  
  
Ok, fine, there was provocation.  Chloe pressing herself to him and throwing him around the elevator had certainly heated his blood -- _but still!_  
  
His body still felt the impression of Chloe pressed against him, even as she called after the woman fleeing down the hall.  
  
_Dammit!_  
  
Next time, Lex could do his own freaking investigation

* * *

  
  
In a way everything changed, and in a way nothing changed, when Chloe learned his secret.  
  
Their friendship became even deeper, more of a partnership than it ever had been.  He no longer had to hide the truth from her, and she no longer had to pry.  They were honest with each other in ways that they had never been before.  
  
It also meant that they were even less willing to take other chances with each other.  Neither was willing to face losing the other, should things go south.  
  
Clark returned to chasing the elusive Lana, and Chloe did her best to protect Clark from the myriad baddies that he seemed to attract like flies to honey.  
  
They would circle the issue, but never confronted it directly.  They spun webs around each other, closer and closer, but never touching.  Each hoped the other would have the courage to break the stalemate.  Next time.


	2. Chapter 2

It only took the end of the world for one of them to finally shake up the status quo.  
  


* * *

  
  
"Nothing could make me release a monster like Zod," Clark told Brainiac stoutly.

"Except maybe your one weakness: Humans. They're so fragile. They'll never survive without their technology. No matter how crude. Take that away, and they'll devolve back to the animals they really are. And you can't save all of them."

_And you can't save all of them..._  
  
One face flashed into Clark's mind.  Not Lana.  Not even his mom.  
  
Chloe.  
  
He had to find Chloe.  He had to make sure she was safe.  
  


* * *

  
  
Unsurprisingly, he found her in the basement of The Daily Planet.  She appeared to be the only person thinking instead of panicking.  She held a case that proved to contain a radio.  She tuned it for information about the chaos that had overtaken Metropolis.  The city around them had gone mad and it was getting worse.  
  
They both heard the screech at the same time and turned to see the car come through the basement window.  Right at them.  _Right at Chloe._  
  
Without thinking, he moved into super-speed and pulled her small form to him and whirled them around.  He thrust out his hand and stopped the car dead.  
  
He looked at her just long enough to see she was safe.  This was all his fault.  He knew he had to find a way to help.  A way to stop this spreading madness.  
  
Chloe seemed to read his mind.  “Clark, there's no use. You can't save everyone.”  
  
 _Dammit!_  
  
She was right.  He couldn’t save everyone, but if he couldn’t…maybe he should focus on saving the people he could.  
  
Like her.  
  
“What if something goes wrong?  I don't want to leave you here...”  
  
“You have to.”  
  
Why was she always so sensible?  She should be safe here, right?  He found her gaze, but broke it quickly.  
  
If he lingered with her another moment, right or wrong, he would stay.  
  
He turned away before he did something really stupid like run with her to some remote island.  
  
“Clark.”  
  
He voice was remarkably soft and slightly breathless.  He turned back.  He hands were clenched in an almost nervous posture at her sides.  
  
“I don't know if I'm ever gonna see you again,” she burst out, moving towards him.  
  
Then she was kissing him.  
  
Without thinking, his arm wrapped around her and pulled her tightly to him.  Her small, pliant body tucked wonderfully into his large frame.  Her lips on his were firm and warm and filled with all the passion of her vibrant personality.  He felt her burrowing a hand into his hair in a way that sent shivers down his spine.  
  
It was the kiss they should have had a thousand times.  It was the kiss that all their mind-wipes, disconnections, and false-starts should have been.  They were both in their right minds, undistracted, and finally giving in to the fierce attraction that had been between them from the beginning.  
  
Then it finally hit him.  He was an idiot.  Instead of trying to second-guess everything, instead of letting Lana twist and pull him, instead of thinking their friendship would be ruined and not deepened, he should have been doing _this._  
  
For a pair of reporters, words had always gotten in their way.  It should have been about actions.  He shouldn’t have let a day go by that he didn’t kiss Chloe.  Since that first kiss when they were thirteen, he should have been showing Chloe exactly how he felt about her.  
  
It all became too much.  There was so much he wanted to say, to show, to do.  And no time.  
  
He tore himself away.  
  
If he didn’t, he wouldn’t care that the world was burning down around them.  
  
He would be too busy shredding their clothes and burying himself into Chloe in the middle of The Daily Planet.  
  
A phone rang and he knew that time had just run out.  
  
He wasn’t sure why, maybe because the phone lines should be down, but there was something sinister about the jangling ring coming from the phone booth.  
  
Chloe must have sensed it too, because she pulled his face back to hers.  Her eyes were large and anxious.  There was so much unsaid, unresolved, between them.  So much they should have done that they never had, as they fought against themselves thinking they were doing what was best.  Unrisked, unrewarded.  
  
He wanted nothing more than to stay with her.  
  
Which was why he had to go.  The world falling apart around them was his mess, and he had to clean it up.  
  
He had to find a way to fix it, a way to keep her safe.  
  
He had to know she would be there next time.  
  


* * *

  
  
Clark might be on his way to die, and she had thrown herself at him.  
  
 _Stupid!  Stupid, stupid, stupid!_  
  
The world was ending around them, Clark was going to face an alien mass-murderer possessing Lex, and she couldn't even keep the lid on her ridiculous crush on her best friend.  
  
 _Though he had kissed her back..._  
  
No, that was just panic.  Clark never had, and never would, feel that way about her.  
  
Chloe didn't know what insanity had made her do it, but she found herself promising whatever greater powers might be out there, if they just brought Clark home safe she would never do anything so stupid ever again.  
  
She just wanted there to be a next time that she saw Clark Kent.  
  


* * *

  
  
When Lex/Zod was finally defeated, the first thing Clark did was tune his super-hearing for Chloe.  He filtered out all the noise and distraction between him and her, until he heard her clearly through whatever distance separated them.  
  
She was laughing.  
  
He snapped out of the hearing focus, confused.  He wasn’t sure how long he had been in the Phantom Zone, but…she was laughing?  
  
He felt sharply, suddenly, hurt.  He had been fighting for his life and she was laughing - _happy_ \- without him!  The need to return to her, return to their world, to defeat Zod, to keep her and the world safe, had consumed him.  
  
She obviously didn't feel the same.  
  
Maybe she had been overcome by the moment, and the kiss didn't mean what he had read into it -- what he wanted to be in it.  
  
After all, he was her best friend and he had been going into probable death.  Maybe she had just panicked.  Maybe the kiss had just been a fluke.  
  
He needed time to think, to calm his confused feelings.  He decided to check on his mother, Lois, and Lana before going to find Chloe.  
  


* * *

  
  
Finally, Clark couldn’t bear it any longer.  He had to go find her.  
  
Not surprisingly, she was back in the basement of The Daily Planet.  His eyes found her instantly, even amongst the small army of employees trying to put the building back to rights.  
  
Chloe spotted him as well the moment he was through the door.  A look of profound joy and relief shone on her lovely face.  “Clark!”  She was rushing toward him.  “Oh my God, I thought you were dead!”  
  
Then she was in his arms.  It wasn’t the hoped-for passionate embrace of a lover, but a deep and overwhelming need to confirm his solidity.  
  
“Hi. Um...so did I... for a while there,” he replied to her burst comment, holding her tightly.  She did care.  Maybe not in the way the kiss had indicated, but she was still his best friend.  She was here, she was safe, and so was he.  
  
He tried to not to feel lost and let-down.  
  
She pulled back at the admission.  “What happened? Where did you go?”  
  
“A place I never want to go again.”  _I never want to go anywhere you aren’t ever again…_ “Are you okay?”  
  
She gave him a warm and relieved smile.  “Yeah.  Everything's great now that you're here.”  Then she was hugging him again.  
  
His mouth suddenly felt thick and clumsy, but he had to ask.  He had to know.  “Um... Chloe…”  He pulled back from the hug.  “Before I left... there was this moment that we, um...”  
  
He heard the stupid unsurety and confusion in his voice.  He had just defeated the destroyer of Krypton!  Why was he suddenly so scared and tongue-tied with Chloe?  
  
Maybe because, even when kneeling before Zod, he hadn’t felt this vulnerable.  
  
Then she cut him off with her typical bluntness.  “You mean when I laid one on you?”  
  
He gave a slight shrug, and tried not to let too much of what he felt show in his eyes.  
  
Then she brushed it all off.  “Don't worry, Clark. It was the end of the world. It's not like I'm expecting us to hook up.”  
  
He searched her careless expression.  
  
His heart sank.  Was it true, then?  Was it true she didn't really want him...?  He had a horrible flashback to the conversation in the woods on the day after the spring formal.  
  
He had apologized for leaving her and asked about making it up to her.  He had thought things were…going somewhere he wanted to explore then too, but she had shut him down.  
  
 _Actually, you know, I've been thinking. It's funny how a natural disaster puts your life in perspective, but I think that it might be better if we just stayed really good friends. Anything other than that just gets too complicated._  
  
It was like déjà vu.  
  
Really good friends.  That's all.  He had _promised_ he wouldn’t get his hopes up again.  Promised himself he wouldn’t put more into a single almost-kiss, or now, actual-kiss than there was.  
  
Really good friends.  
  
 _That's all they would ever be._  
  
He'd remember that next time.  
  
His heart tore a little more, but he put on a false front.  “Um... yeah, me -- me neither.”  He smiled, but he feared it looked a bit sickly.  
  
Then a doofy-looking guy with a large camera around his neck walked up.  “Hey, bright eyes.”  
  
“Hey!”  Chloe answered him brightly.  
  
 _Who the hell was this?_  
  
The boy finally noticed Clark standing there.  “Oh, bad time?" he asked.  
  
“No, uh... I was just talking to a friend," Chloe replied.  
  
 _A friend.  That is all you are._  
  
Suddenly, a sick feeling churned in his gut as he watched Chloe and the boy start to banter and chuckle together.  
  
“You want to grab some dinner at the vending machine?” Jimmy asked Chloe.  
  
Chloe smiled back at the boy.  
  
 _No!  This was all_ _wrong!_  
  
“Love to...James.”  
  
Clark's heart started to thud.  Images began to flash through his mind.  
  
This boy kissing Chloe.  This boy pawing at her beautiful body in a car.  This boy stretched out on a couch with her.  This boy taking her dancing.  This boy chasing stories with her at The Daily Planet.  This boy waking her up with breakfast-in-bed.  
  
This boy making love to Chloe.  
  
This boy at the end of a flower-strewn aisle, watching Chloe walk toward him in a long white dress.  
  
Suddenly, Clark realized _There might not be a_ **_Next Time._**  
  
“Clark, are you hungry?” Chloe was asking him brightly.  
  
Clark snapped back to himself.  
  
He could stand back and let that future happen, or he could take the risk.  No matter what she said now, she had kissed him and dammit, he **_had_** felt something from her in that kiss!  It hadn't been just him!  He had almost been lost to her, but he had made it back.  Made it through hell, made it back to _her_.  All the need he had been repressing came rushing back to him.  
  
He could finally expose his own naked heart and show Chloe what he had been burying for so long.  She might say yes and she might say no, but either way he'd know once and for all.  
  
He didn’t think.  Didn’t plan.  If he did, he'd never take the risk.  He was just…  “Ravenous.”  
  
Then he pulled her to him and kissed her as if his life, his soul, _everything_ depended on it.  He put all he felt for her into the kiss.  She wasn't just his friend.  She was his partner, his lifeline through worlds, she was everything he wanted and needed.  
  
And more than anything, he wanted to be the man with her in those visions.  
  


* * *

  
  
_Oh, god.  He had finally got it right._  
  
She had given him the out again, but this time he didn't take it.  He had finally pushed through all her hopeless defense mechanisms to the truth she hid.  He finally stopped playing it safe and accepting they were never meant to be more than “just really good friends.”  He was finally taking the chance, not letting her back away to her safe and lonely hidey-hole.  
  
He was kissing her like the world was still about to end.  Right in front of a gaping Jimmy and the entire staff of The Daily Planet.  
  
His mouth was slanting hard over hers, and she let her lips slip open.  Then the taste of mint as Clark's tongue entered her mouth.  
  
Her knees went weak with shock and lust and more than a little disbelief.  This was happening.  This was actually happening.  Clark had kissed her.  Not just kissed her back, but he had _made the first move._  
  
Clark was kissing her like she had always hoped to be kissed.  The kiss was desperate, full of heat and need.  
  
Good thing his large, strong arms were securely locked behind her.  Pressing her into him.  Hard.  
  
And she could feel…something.  Something large and very insistent pressing into her belly.  
  
And he still wasn't pulling away.  
  
 _Holy crap!_  
  
She vaguely heard someone talking to her, but she couldn't filter the words through the haze in her mind.  Clark was kissing her in a way that made her think of movie stars and expensive pyrotechnics going off in the background.  
  
She wanted it to never end.  
  
Except…  
  
With an effort, Chloe tore her lips from his.  Clark’s eyes fluttered open partially.  He looked as dazed as she did.  
  
She was still having trouble thinking, but she was sure of one thing.  It had to be now or never.  No going back.  This was the moment when the door would slam shut or they would risk it all.  
  
Before she lost her nerve, she panted “Clark, stop.”  
  


* * *

  
  
_"Clark, stop."_  
  
The words hit his brain like a shotgun blast.  A kryptonite shotgun blast.  
  
She wanted him to stop.  He had finally kissed her, and she wanted him to stop.  
  
A sudden wave of fear crept over him.  Had he hurt her?  He ran his eyes over her.  She didn't look harmed.  At least no more than she had before with that nasty bruise on her head.  She looked...  
  
He pushed away thoughts of how exactly she looked and what it was doing to his body.  
  
A thought hit him like a cold bucket of water.  Had he been wrong?  Had he made a mistake kissing her?  
  
He released her quickly, backing away and running a hand through his hair.  "I'm sorry, Chloe.  I shouldn't have..."  
  
Her voice was firm and full of dire warning.  "Clark Kent, if you run away from me now, I will hunt you down and pelt you with so much meteor rock, people will start calling you _Saint Stephen_."  
  
He blinked in surprise, then she was grabbing his hand and pulling him through the Daily Planet basement.  
  
As they passed Jimmy, Chloe called out, "Rain check on snacks, Jimmy."  
  
Clark just caught a glimpse of the boy's wide eyes as they dashed past.  
  
Well, Chloe dashed.  Clark was just pulled along behind her.  
  
The boy's voice fading behind them, Clark heard Jimmy reply.  "Uh, yeah, sure."  
  
When they were finally outside, Chloe released his hand and turned to confront him.  "Are you on red kryptonite?  Possessed?  Mind-controlled?"  
  
"What?  No!"  
  
"Then why did you kiss me like that?"  
  
Clark found he suddenly had no idea what to do with his hands, now that she had released him.  He put them in his jacket pockets.  He couldn't meet her piercing gaze.  
  
"Because I wanted to."  Suddenly he felt foolish.  "Look, Chloe, I'm sorry.  I shouldn't have --"  
  
"I swear to God, Clark.  Don't you dare apologize for that."  Then her voice turned very soft.  "You know how I feel about you."  
  
He finally met her eyes and they were wide and vulnerable, full of some emotion he couldn't quite determine.  He searched, trying to see what it was she felt.  
  
Friends?  Or...more?  
  
Finally he decided to go with the truth.  "Actually, Chloe, I'm not sure I do.  You kiss me when I'm about to die, then when I don't, you make excuses.  You start making plans with another guy in front of me, and when I kissed you, you kissed me back.  Then you drag me out here, grill me about being mind-controlled, and expect me to know what is going on."  Frustration was building in him now as the words poured out.  He began to pace back and forth in front of the Daily Planet building.  "I have no idea what you feel.  I never seem to.  I think you want me, then you don't.  You just want to be 'really good friends.'  Then you get mad at me for being with Lana.  Then you decide to tell me you have feelings for me, but I can't lose you and I'm still hung up on Lana.  And you know this!  Then, when it looked like all was lost, you were there, kissing me with...I don't know...something _way more_ than friendship.  So much so that even in the Phantom Zone, I...I don't know.  I just don't understand.  I keep telling myself I'll know next time, but I never do."  
  
He finally stopped pacing and glowered down at her.  
  
She surprised him by giving him a teary smile.  She moved forward, and reached a hand up to his cheek.  Her smile widened.  "I'm crazy about you, Clark Kent."  
  
"You...are?"  
  
"Yes.  I'm just...afraid.  Too much rejection.  I've been left behind too much."  
  
"Chloe..."  
  
"No, let's not talk about that now.  If you mean it, Clark, kiss me again."  
  
That he could do, and without any hesitation, did.


	3. Chapter 3

_"If you mean it, Clark, kiss me again."_  
  
So he did.  
  
Her lips were warm and soft and infinitely sweet.  Her curvy body pressed into his.  His heart was pounding nearly out of his chest as he pressed her back against the wall of the Daily Planet building.  He took his time as he gently explored the shape of her lips, teasing and tasting her slowly.  He had wanted this for so long...and it turned out she did too.  
  
They had both just been scared.  Scared of losing each other, scared of being hurt.  
  
Well, they weren't scared now.  
  
Pulling away, just a hair's breath, Chloe met his eyes.  "Take me away, Clark.  Now."  
  
What?  Take her away where?  Why?  Things were just coming together.  Why did she want to leave?  
  
His confusion plain, he asked, "What do you mean, Chloe?  Are you alright?  I didn't --"  
  
"I'm fine, Clark, just please, we need to go somewhere else."  She looked pointedly at the glass front of The Daily Planet where a few nosy staffers were watching them curiously.  Including Jimmy.  
  
"Oh, right, yeah."  They ducked into an alley.  Clark looked around briefly, verifying they were alone.  Then he lifted Chloe into his arms and super-sped them back to Smallville.  Specifically to the loft of the barn.  
  
Clark lowered Chloe to the ground, but didn't let her go.  He rested his hands on her waist.  He could feel the warmth of her skin even through her clothes.  
  
"Chloe, I --"  
  
She placed a finger over his lips.  "Don't talk, Clark.  We talk too much.  We talk ourselves out of things.  Just do."  
  


* * *

  
  
Clark's eyes were huge, impossibly blue saucers as she drew her finger away from his lips.  He looked unsure, nervous.  
  
Just like her.  They could stop.  They could go back.  They could pretend this was all just a moment of insanity.  They might even laugh about it later -- the time they had almost thrown away their friendship with a mad roll in the hay.  Looking around the barn, she realized that might even be literal.  
  
But she didn't want to stop, didn't want to go back.  They had been pushing everything down, pushing it away too long.  
  
Not anymore.  
  
"I want you, Clark."  
  
A strange expression crossed Clark's face for a moment, then he smiled.  "I want you too, Chloe.  And not just as my friend.  Even my best friend.  I want you..."  He paused, swallowing nervously.  "I want you to be my girlfriend."  
  
Chloe smiled, joy swelling in her heart.  Her hand reached up behind his neck and pulled Clark's face down to hers.  Their lips met together.  Softly, at first but with a growing hunger.  She felt the hardness in his pants against her stomach again.  Clark pressed into her more, but then seemed to pull back.  
  
 _Oh no, this is so NOT going to play out like that.  I am NOT Lana._  
  
Chloe broke the kiss, but didn't leave the circle of Clark's arms.  Almost embarrassed, Clark pulled his hips and their obvious bulge away from her.  
  
Chloe took a big breath and released it slowly trying to calm herself enough to sound reasonable, before speaking.  
  
"If we are going to do this, Clark, then are are going to do this.  No half-assing.  No backing down, or backing out.  That's it."  
  
"I kinda thought we had established --"  
  
"I mean, this is going to have to be a real relationship."  
  
Clark looked blank.  
  
 _God save me from naive farmboys._  
  
"Physically, I mean."  
  
"Oh," he said.  Then realization dawned and his eyes widened hugely.  "Ooooooooh."  
  
His arms dropped from her and he stepped away.  Clark swallowed nervously.  "Chloe, no.  I can't.  You know that.  I don't want to hurt you."  
  
She moved to him again, close, letting her strong, warm body press against his.  
  
She could feel part of him was insisting vigorously that _Yes, he certainly COULD do this._  
  
Her breath was a warm whisper over his lips.  "Clark, I think part of your fear --"  She paused, not wanting to bring it up now, though she didn't see a way around it.  "I think part of your fear, being with Lana again...sexually...after you got your powers back, was because she didn't know.  She didn't know your secret.  She didn't know who you were, what you were.  You couldn't really...let go with her, for fear of revealing something.  For fear of doing something...more than human."  
  
Her eyes turned soft and warm.  She raised a hand to his cheek and smiled gently.  "But I know.  I've been your secret keeper.  You don't have to hide anything from me, Clark.  I know all about your powers, and how they work.  And I know how you work to control them.  You won't hurt me.  I'd know if you were."  
  


* * *

  
  
Was she right?  Had so much of his fear of being with Lana _that way_ after his powers returned, been because he couldn't risk her finding out about his secret in a...weak moment?  He didn't do anything...destructive when he was alone.  His parents would have killed him if he burned through his bedroom ceiling or shattered the bed every time he...well...  
  
Yeah, initially he had burned up a few things when his heat vision had started, but that had been under control for years now.  
  
Mostly.  
  
Could he be with Chloe that way and not hurt her?  How could he risk it?  
  
No, it would be foolish.  He should play it safe.  He would just explain to her...what exactly?  That he wasn't willing to even try?  
  
They had played it safe for years, and gotten nowhere.  
  
If he pushed her away now, even for what he saw as her own good, she would take it as a rejection.  
  
He was only now starting to understand that his fierce and loyal, clever and magnificent, Chloe could be surprisingly fragile.  
  
He could lose her.  
  
He found her gaze watching him.  Her eyes were fathomless green pools.  He'd never seen Chloe's eyes look like that before.  Deep and warm and inviting, at once full of secrets and surprisingly naked.  
  
His body told him very clearly what it wanted.  It was also, surprisingly, what his heart and mind wanted as well.  
  
She was right.  No more words.  Actions.  
  
His head leaned forward, and he was kissing her again, drawing her tight against his body.  
  


* * *

  
  
If this was a dream, Chloe didn't want to wake up.  
  
She had limited experience with kisses.  There had been a few boys in her earlier high school years, but after so many had tried to kill her, she had just sort of...given up.  There had been Jimmy too, of course, but that was all.  
  
And there had always been Clark.  
  
Single isolated moments of incandescent wonder, diamond-bright and even more rare.  
  
Could this really be happening?  
  
Clark's big, hard body seemed to surround her smaller one, as his beautifully shaped lips fitted to hers.  His lips were temptingly firm, but still somehow soft as they slid and teased at hers.  She nibbled at them experimentally, trying to decide how that was possible.  A moan vibrated in the back of his throat and through their lips.  She nibbled again to see if he would repeat the noise.  He did.  
  
Fascinating.  
  
Feeling brave, she flicked her tongue over that intriguing little indentation on his top lip.  
  
This time he gasped and she felt him shift against her belly, making the butterflies that had taken up residence there dance.  
  
Clark must have decided it has his turn, because now it was him exploring her.  He ran his own tongue along her bottom lip and when she gasped, his tongue dipped between her lips for an instant before retreating.  She reached up and speared her hands into his hair, pulling his head down harder towards hers.  She wanted him to do that again.  
  
He did, bringing the taste of mint.  She stroked his tongue with her own, loving the taste, the sensation.  
  
She wanted more.  
  
More of everything.  
  
Her hands freed his hair and fell to the bulk of his blue jacket.  It was amazing that such a beautiful man had such terrible fashion sense.  In her own mind, she dubbed Clark's wardrobe "farmer chic."  
  
Moving slowly, so as not to startle him, she pushed the jacket open and rested her hands on his shirt-clad chest.  The plaid shirt was like so much of his wardrobe.  Old and soft and thin.  She could feel the incredible heat of him through the worn fabric.  
  
She had a hard time deciding which was warmer -- his mouth on hers or the racing heart under her palm.  
  
His hands had been gently resting on her face, but now he daringly moved his own large palms to her waist.  Her waist, where her own light sweater had somehow bunched up with the tanktop, leaving a sliver of skin exposed.  Clark's thumbs found that sliver of bare skin.  
  
And it _tickled!_  
  
She giggled and squirmed away from the tickle.  
  
Clark broke the kiss, his eyes concerned until he realized she was giggling from his light touch.  Then his impossibly blue eyes darkened with a mischievous glint.  His smile was heart-stoppingly beautiful as he teased,  "Wait...are you ticklish, Chloe?"  
  
She couldn't help but smile back as she peered up at him.  She deadpanned, "Nope."  
  
His smile widened, making his eyes sparkle.  "Really?"  
  
She let her hands slide under the sides of his open jacket, exposing more of his shirt as she pointedly pressed her hips into him.  "Yup."  
  
He wasn't to be distracted though, and slid the shirt and tank up a bit more, revealing more skin, which he brushed lightly with his fingertips.  Though this time the feeling was more tingling than ticklish.  She shifted her hands again, this time pushing up and out on the jacket edges, moving it off his broad shoulders.  
  
He momentarily paused his teasing of her waist, watching her as she pushed the jacket off him.  It landed on the loft floor with a significant-sounding _thump._ With the heavy noise, she realized this was the first time either of them had ever undressed the other without there being injuries involved.  She paused, seeing if Clark was getting ready to run.  That would be his usual M.O. at this point.  Just when things got real, got interesting, he split.  
  
He didn't.  In fact, he surprised her by reaching around her and grabbing her ass.  
  
She could barely believe it.  Clark was grabbing her ass!  
  
In fact, his large hands were finding their way into the back pockets of her jeans and lifting her hard against him.  The solid bulge he was pressing her into, gave strong indication he had no desire to run away anywhere.  
  
Feeling a bit more confident, she started to work on the top buttons of his plaid shirt.  Clark pulled his hands from her pockets, and returned the favor, though he started on the bottom buttons of her sweater.  
  
They found themselves smiling at each other as they finished the buttons of the other at the same time.  Smiling wider, they each stripped off their tops.  
  
Clark didn't wear undershirts, so Chloe was left looking at the magnificent expanse of his wide, muscular chest.  She had seen it many times over the years as he worked the farm or went to the lake...but now she could _touch._ Her fingers itched and her mouth started watering.  More than anything she wanted to run her tongue from that intriguing little hollow in his throat down over his chest, abs, and then dip into his navel.  
  
Would that be too much?  Would that freak him out?  
  
Maybe.  
  
So she settled for running her hands over him instead.  Hands seemed safer somehow.  Maybe because she had had her hands on him before, even if it was just for wounds.  
  
Maybe she would get to try using her tongue next time.  
  


* * *

  
  
Chloe stood before him in a thin white tanktop, with a red bra showing through.  
  
Red. He liked red.  
  
Clark watched Chloe's tongue peep out from between her lips for just moment when his shirt came off.  He wondered what she was thinking in that moment.  She had looked slightly predatory, and it had done fascinating things to his insides to see that look.  Then she seemed to rein herself in slightly.  She had put her hands on him and it was really good, but he felt her holding back.  
  
He didn't want her to hold back anymore.  
  


* * *

  
  
"Do it, Chloe," Clark whispered huskily.  
  
"What?" she asked him blankly.  
  
Clark licked his lips, looking down at her hotly.  She swore she saw red flickering in the depths of his blue eyes.  
  
"Whatever you were just thinking about.  Before you changed your mind.  Do it."  
  
"But -- how did you know I --?" she stuttered, unsure.  
  
"Because I've probably thought about you doing it too."  
  


* * *

  
  
The surprise in Chloe's expression was replaced by lust.  If he didn't know better, he almost would have expected _her_ to set something on fire with heat-vision.  
  
Then she was pushing at him.  Chloe seemed to enjoy pushing him around, so he let her.  When he felt the sofa behind his knees, he collapsed back onto it.  He looked up at her.  It was a strange angle for him.  She was so much shorter, he was used to it being the other way around.  With a tap on his knee from her, he opened his legs and Chloe moved to stand between them.  She was still wearing the tanktop and bra, but even through the two layers of fabric he could see the outline of her nipples.  They must he hard as pebbles to show through like that, even if it was clear now the bra wasn't padded.  
  
Her eyes hot, she leaned over him and ran her tongue down his exposed neck.  As she moved, her breasts would graze his flesh teasingly ahead of her tongue.  Fire trailed hotly behind.  She continued, dragging her hot, wet tongue down his chest and torso.  
  
 _Holy cow!_  
  
His breathing turned ragged as her eyes held his, and she dragged her scorching tongue down his body.  When she reached his abs, the muscles there tightened at the hot, wet feel.  She dropped to her knees.  
  
 _How far was she...?_  
  
She paused at his navel, and dipped her tongue into the hollow.  The feeling was strange and hot and unlike anything he had ever felt.  Then she pulled away and stood up.  
  
 _No!  Don't stop now!_  
  
He grabbed behind her thighs and dragged her onto his lap.  Chloe let out an undignified squeal as she landing awkwardly on him. He found himself suddenly with his arms and lap full of soft and firm and wonderful bits of Chloe.  The feel and movement of her was doing very interesting things to him.  He found himself wanting to share the feeling with her.  He gripped the bottom of her tanktop and began pulling it upward.  Chloe suddenly stopped her flailing as he pulled it off over her head.  The red bra she wore under the tanktop shone with a satiny luster over the hard outlines of her nipples.  
  
He wondered how he had tasted to her when she licked him.  Her tongue peeped out from her lips again and he guessed she wanted to taste him again.  
  
 _Oh God.  Where did she want to put her mouth now?_  
  
His body gave a suggestion that he suppressed.  His eyes broke from hers and were caught by the hard nipples in front of him.  Then he wondered, how did _she_ taste?  
  
He should really find out.  
  


* * *

  
  
Clark leaned forward and wrapped his mouth around one still-covered nipple.  He sucked and pulled through the red fabric of her bra.  The feeling sent electric shivers down her spine and Chloe found herself pushing her chest against his mouth.  When Clark pulled away and moved to her other breast, the fabric had darkened to the color of wine.  A helpless sort of whimper started in her throat.  She wanted more.  
  
Suddenly, she felt cool air on her breasts.  Clark had found the front-clasp of her bra and snapped it open.  The satin fabric was now hanging from her shoulders.  His eyes were hot on hers as he leaned forward again, and very slowly and deliberately, took a now-bare nipple in his mouth.  
  
Holy crap!  
  
She had thought the feeling before had been wonderful, but it was nothing like this.  She knew Clark had only slightly more sex experience than her, but what he was doing....!  
  
His lips, tongue and teeth alternately licked, teased and nibbled at her breast, paying particular attention to her nipple.  As his lips moved across to her other breast, she felt his warm breath whisper, "So long...wanted to for so long..."  Then his lips sealed on her other nipple and any train of thought his comment may have started abruptly ceased.  Instead she buried her hands in his thick, soft hair and held him to her.  
  


* * *

  
  
Chloe had the most amazing breasts.  He had seen them a lot more when they were younger and she had favored low-cut tops, but a part of him always suspected them of being mostly padding.  They looked too perfect.  Then they had more of less been hidden the last year or two.  He had missed them, but he had chided himself for the thought.  
  
It seemed wrong to miss seeing his best friend's breasts.  
  
But now, here they were.  Bare and sweet and firmly plump.  And oh god, real.  All of them.  
  
He couldn't quite decide how best to show his full appreciation for them, so he kept changing between licking, suckling, and dragging his teeth over them.  Especially the nipples.  The hardness of them in his mouth was incredible.  
  
And the noises she was making as she pushed them into his mouth...!  
  
Small, frantic sounds.  Desperate wanting and eagerness as she pulled his hair.  
  
His few experiences with Lana had been beautiful and romantic, but not this eager desperate wanting.  He had loved Lana, but had he really lusted for her?  It hadn't exactly been easy to stop being physical with her, but...there had never been this _hunger_ he felt with Chloe.  
  
He knew then that Chloe was right.  He hadn't ever _let_ himself feel that with Lana.  A part of him had known it wouldn't last and he would have to go back to hiding.  
  
There was no need to hide with Chloe.  
  
He also knew then that even if Chloe hadn't laid it out point-blank, they would have ended up here. Once they had decided to risk their hearts on each other, their bodies certainly wouldn't have held back anymore.  
  
This was going to happen.  All of it.  
  
Then his mind went completely blank as he felt Chloe's hand cup the hardness in his jeans.


	4. Chapter 4

Lord, he was big.  
  
Everywhere.  
  
Chloe tried cupping all of the hardness protruding from the front of Clark's jeans, but it was larger than her palm.  Suddenly she needed to see it, feel it.  She had only seen one other and Jimmy hadn't felt anything like _that._  
  
Her fingers worked quickly, frantically, at Clark's belt, then the button under it.  She was slower and more careful as she lowered the zipper.  The sound of the metal teeth parting seemed incredibly loud, even over the sound of her racing heart and heavy breathing.  She chanced a look up at Clark.  He was watching her with hot eyes.  His lips were slightly parted and she heard him breathing fast.  
  
She smiled, feeling suddenly wicked as she pushed the edges of his fly open.  He had blue boxers underneath, but his large, erect cock had worked free of them.  
  
Chloe blinked.  
  
"Oh my..."  
  
Clark was a hugely muscular guy, but that hadn't necessarily meant that he would be proportional _there._ But he was -- very much so, it seemed.  It would take her two hands together to cover his entire shaft, and the head would still be free.  For just a moment she wondered if she could physically accommodate him.  A pulse in her most secret place assured her that her body was certainly more than willing to try.  
  
She watched fascinated as a shining bead of moisture appeared at the tip.  Without thinking, she leaned forward and caught it on her tongue.  
  
At the touch of her tongue, Clark's body jumped and he made a strange desperate sound.  His eyes were now squeezed tightly closed.  She wondered briefly if that was just lust or he was trying to contain his heat vision.  Watching his face closely, she leaned in and flicked her tongue over the head of him again.  This time his reaction was another sharp noise and barely restrained thrust of his hips.  
  
Interesting.  
  
She reached out with one hand and grasped the base of him, holding him steady as she leaned forward and slowly dragging her tongue from the root to the tip of him.  She watched Clark's expression tighten.  His jaws clenched tighter when she repeated the action.  She let her breath rasp over him as she asked softly, "Can you look at me, Clark?"  
  
His jaw still tight, Clark cautiously opened his eyes, though he kept them squinted.  
  
Holding his gaze, Chloe pursed her lips and slowly slid them down over his cock.  
  
Clark's eyes snapped shut with an almost audible slam.  
  
But she had seen the red fires there.  
  
Fires for _her._  
  
Chloe felt amazingly powerful, and damn it, she liked it.  
  
She continued her oral exploration of Clark's cock.  She slid her mouth down as far as it would go, but it was so large she couldn't take it all in.  She made a mental note to ask Lois, or to read some magazines on how to deep throat.  She'd love to be able to take all of him in.  For now though, she settled with sliding her hand up and down the base where her mouth couldn't reach.  Pulling back a bit, she let her tongue explore the shape of the head, sliding around the edge where head met shaft.  There was a little divot on the underside where they met, and she poked it with her tongue experimentally.  Clark's breath hissed between clenched teeth.  His eyes were so tightly closed, she suspected he feared shearing through the barn with a heat blast if they were even cracked.  She gave that sensitive little divot particular attention with her tongue, flicking it before bathing over the head with wide, wet strokes of her tongue.  Then using the knowledge gleaned from her explorations, she slowly began sliding her mouth down over him again, but this time let her tongue move within the tight confines of her mouth.  Her tongue pressed hard against him, moving over the head and into the divot.  Then she began to suck and pull at him.  
  
"Fuck!" she heard Clark curse.  
  
She paused for just a moment.  She had never heard anything worse than "damn" from Clark before.   She resumed her suction, this time redoubling her efforts.  She heard a squeal and breaking sound and saw Clark's fingers had gone _into_ the old couch.  Fluff, fabric, and springs were protruding around his gouging fingers.  Clark's hips began pulsing slightly as he fought the desire to thrust into her mouth.  His breathing was fast and harsh, and she swore she could see his heart almost beating out of his chest.  
  
"Chloe..."  his voice was desperate, warning, and pleading all in one.  
  
He was close.  Very close.  
  
She knew she should stop, that if she let him orgasm he probably wouldn't be able to continue to...other things.  
  
But she couldn't stop.  She found she desperately wanted to see Clark cum.  She wanted to feel the beat of his release hitting the back of her throat.  She wanted to taste him as she made him shatter, and lick him from her lips.  
  
So she rumbled a wordless reply without releasing him from her mouth.  She knew he would feel the vibrations, and that it would likely set him off.  
  
It did.  
  
With a metallic screech, his hands tore into the couch springs, and his thrown-back head released a loud wordless cry.  His hips jounced just slightly as his cock pulsed, shooting the desired hot saltiness into her mouth.  Keeping her lips tight around him, she didn't let any of the liquid escape.  She wanted all of it.  The physical proof of Clark's fulfilled desire for her.  
  
Her. Not Lana.  Not Lois.  Not even Alicia.  
  
Her.  Chloe Sullivan.  She had made him cum like that.  
  
It took long moments for him to stop shaking.  When he did and she released him, she carefully climbed up on the other side of the ruined couch and seated herself primly.  Well, it would be prim, if she wasn't topless and smiling victoriously.  
  
Clark was blinking stupidly, in obvious shock.  After a few more long moments, where she couldn't wipe the smile from her face, he said in a surprised and wondering voice...  
  
"Wow.  Just wow.  I didn't..."  He swallowed and continued.  "I didn't know it could be like that."  
  
Now she was slightly confused...and intrigued.  "What do you mean?"  
  
He blushed slightly, realizing what he had said.  "I've never..."  
  
Comprehension dawned.  He had never had a blowjob before.  
  
Thinking about it, that wasn't surprising.  She couldn't see Lana doing that.  Too...messy.  
  
To be fair, Chloe had never given one before either.  Her one and only sexual experience with Jimmy hadn't involved oral.  She hadn't wanted Jimmy to be unable to get to the "main event."  Sleeping with Jimmy had been a mistake, but she had been angry and in need of a validation she hadn't really gotten.  Now, a part of her was glad for it.  That disappointing experience was giving her a unique appreciation for what was happening now.  She also knew that next time, when they did eventually get to sex, that it also wouldn't be the painful, bloody experience of a first time.  
  
She found herself smiling at Clark.  Slowly he smiled back.  Warmly.  Very warmly.  
  
Chloe blinked.  Clark's cock was already starting to harden again.  Her eyes flashed up to meet his in surprise.  Clark blushed and dropped his eyes, moving to put himself away.  
  
"Yeah, it does that.  Don't feel you have to..."  
  
Her reply was a radiant smile.  
  


* * *

  
  
Wow.  Just wow.  
  
Chloe's smile lit up the entire loft.  It was full of pure joy.  In him, with her, and... what might come next.  
  
Clark knew what she thought that might be, but his innate sense of fairness, along with his own curiosity, had other ideas.  
  


* * *

  
  
A strange look settled in Clark's eyes and Chloe felt her smile falter.  Clark was thinking _something..._ and it clearly wasn't the something she had been thinking.  
  
His blue eyes seemed to darken with a feral light as he grabbed a pillow and covered the gaping hole in the couch between them.  Then he was prowling over the couch toward her.  
  
That was the only way she could think to describe it.  Prowling.  
  
She leaned back against the sofa arm, feeling slightly nervous now at his intent look.  
  
"Clark?" she asked anxiously.  Her voice sounded high and strange to her own ears.  
  
"Yes?" he replied huskily.  
  
"What is that look for?"  
  
"What look?"  His eyes were heavy lidded and seductive.  
  
Ignoring the flutter in her belly, she replied.  "You look like the big bad wolf considering how much bacon he can get out of the three little pigs."  
  
A flash of humor entered Clark's eyes.  His smile became slightly less hungry and more playful.  "Well, I'll huff and I'll puff, and I'll blow your clothes off!"  
  
Then his big body was on her, pinning her to the couch as she screamed and squirmed in delighted surprise.  
  


* * *

  
  
Clark playfully nibbled her neck, causing her to shriek with laughter and push against him.  
  
"I'm going to eat you all up!" he growled playfully into her neck.  
  
"No, no, spare me!" she laughed.  
  
Her laughter caught in her throat when she felt Clark's hands working at her own jeans.  
  
With a negligent effort, Clark lifted her hips with one hand and pulled the jeans down with the other as his nibbles on her neck became more concerted and less playful.  
  
She kicked off her shoes and socks as Clark got the jeans off.  
  
Her breath started coming fast and heavy at the feel of Clark's newly swollen member against the fabric of her matching red satin panties.  
  
Looking down, she saw that he had somehow shed the remainder of his own clothes.  The thin red fabric of her panties were the only barrier between them now.  
  
Chloe pressed her hips up against his swollen hardness, inviting him.  
  
But Clark pulled away.  She felt momentarily bereft, until she realized he was only moving down her body to get a better angle to remove her panties.  
  
Except he didn't.  Instead he watched her, as he cupped her heated mound through the fabric.  He was watching her, and his eyes were dark again, though she was no longer scared.  She was too turned on now.  Still watching her, Clark traced the panty edge slowly.  Then he slowly teased the edge up and let his finger slide under.  Her hips flew up as she cried out when his finger dipped into her hot core.  
  
Clark's eyes were heavy lidded and slightly red as he removed his finger.  Holding her gaze, he very deliberately put the finger in his mouth.  
  
"Sweet..." he breathed out slowly and heavily.  
  
Chloe could only stare in helpless fascination.  This was a whole new side of Clark.  It seemed like...  
  
Then it hit her, this was his instinctive side.  The side that he only let out when under the influence of Red K.  This was the side she had seen in Metropolis when he ran off.  The buried part, the hedonist part.  
  
And he was letting it show with her.  
  
She shivered again.  With lust.  
  
This Clark could do anything.  
  
Especially now as he was working the fabric of her panties down.  
  
He tossed the red fabric over his shoulder and moved to settle between her legs.  
  
But not in the way she expected.  
  
He was settling his face between her legs, not his hips.  
  
"Clark?" she asked slightly concerned.  "What are you doing?" She couldn't keep the quaver of fear/lust/uncertainty from her voice.  
  
His smile was more than a little wicked.  "Fulfilling my promise.  All your clothes are off, so I'm going to gobble you all up." He paused, then continued.  "Though, to be fair, I didn't actually blow them off."  
  
Then his tongue was on her.  
  


* * *

  
  
He had never done this before, but he had been on the football team senior year, and locker room talk was... instructive.  Though he did suddenly wish he had taken Pete up on his offer of several "adult" magazines.  He would have liked the instruction now, though at the time he had feared his parents finding the mags.  It was bad enough when his mom had asked why he went through so many tissues when he never got sick.  His father had known why and had circumspectly mentioned using a sock.  
  
Now he suddenly found himself with a real live Chloe naked before him instead of her fantasy version.  
  
So he just started by exploring the outer folds of her with his tongue, swirling around the shape of her.  He had never done this with Lana.  He had asked, and she had declared it to be too embarrassing.  He could see why she might think so, but he had been disappointed just the same.  
  
Chloe had no such reserve.  He moved his exploration to the brighter, wetter inner folds.  As he did, he found the sweetness he had tasted on his finger coating his tongue.  He lapped at the slick sweetness and heard Chloe moan loudly.  
  
Interesting.  
  
He rolled his tongue to a point and slid it experimentally into the source of the sweet, thick, nectar.  Chloe moaned even more loudly and lifted her hips up.  A new wave bathed his tongue.  He pulled the thick wetness up over her slit and found a hard little bud at the top, slightly hidden by the folds.  Experimentally, he flicked it with his tongue.  
  
"Holy ---!" Chloe cried as her entire body surged off the sofa.  
  
That bud must be the clit the guys had mentioned so much.  Though they had said it was hard to find.  Maybe they just weren't trying hard enough.  
  
Or maybe it was Chloe.  She seemed very responsive.  
  
Not that he had all that much to compare her to.  
  
Still, he knew what to do.  
  
He started drawing the alphabet.  The Kryptonian alphabet.  
  
Chloe's hands clenched in his hair as desperate whimpers and pleas fell from her lips.  He increased then slowed his movements, now interspersing his alphabet with pure flicks and rolling swirls of his tongue.  As her pleas and hip movements became more frantic, he remembered something else the guys had mentioned.  He slid one long finger into the hot core of her again, loving the slick wetness of her on his hand.  Her pulsed his finger in and our of her quickly as his tongue flicked faster and faster on her clit.  
  
"Clark.  Yes!  Yes!  Clark...!" she gasped.  
  
Clark felt her body tightening around his finger, and just when he thought she couldn't take any more, he curled his finger inside her and scraped over the slightly spongy raised spot her found on the front wall.  
  
Chloe screamed and shuddered and bucked under him.  He dragged his finger over the spot inside her as his tongue moved into superspeed.  The cry she released could probably be heard by bats in Peru.  
  


* * *

  
  
Chloe collapsed back onto the couch.  No.  She _melted._ There was not a single bone left in her entire body.  They had all turned into Jello.  No.  Not Jello.  That had too much substance.  Water.  She was melting into a puddle just like the Wicked Witch of the West.  
  
At least she would die happy.  
  
Clark lifted himself from between her legs, and wiped his mouth with one strong tanned arm.  
  
Even sated as she was, her body gave an appreciative little clench at the sight.  
  
Clark Kent has just blown her mind with oral sex.  
  
Oh yes, they needed to do that again next time.  
  


* * *

  
  
He was bulletproof.  He had taken down a missile.  He had defeated Zod.  
  
But he never felt more powerful than when Chloe had come apart for him.  
  
After getting things between them wrong for so long, it was amazing to now get something so _right._  
  
His cock twitched insistently, and he found himself eager to see what else they may be able to get right.  
  


* * *

  
  
Chloe found her eyes drawn to the hardness of Clark's cock as he pulled away from her.  He stood naked before her in all his impossible glory.  Her breath caught for a moment as her greedy eyes ran over him.  He was trying to look in control and confident, but she saw the faint blush on his cheeks.  Alien, hero, and supermodel gorgeous as he was, he was still Clark.  Kansas farmboy and her best friend.  
  
And the only man to ever make her come.  
  
She wondered briefly if he had any idea how many times his name had escaped her lips as she touched herself in the dark.  
  
Probably not.  Thoughts of Clark had always been fantasy.  
  
Until now.  
  
The reality was so much better.  
  
She got to her feet and stood before him.  He was almost a full head taller.  She stood just a few inches away from him.  Close enough for her body heat to merge with his, but far enough away that not even his raised cock would brush her.  
  
They stood like that for long moments, holding each other,s gaze and saying nothing.  Asking and sending permission with their eyes.  
  
They broke the silence at the same time.  
  
"Clark, don't feel you have to ---"  
  
"Chloe, if you aren't sure ---"  
  
They both cut off at the same time.  
  
Chloe felt her forehead wrinkle.  "I mean, I know I kind of pressured you, Clark.  If you don't want to... we can stop.  I'll understand, I promise."  
  
 _Coward.  Stupid, stupid, coward._  
  
Clark's brows wrinkled to match hers.  "Are you saying you don't want to..."  His voice trailed off and he blushed furiously.  
  
 _Damn it!_ She should have known.  Even in her fantasies, Clark never went so far as to actually... enter her.  
  
Taking a deep breath she replied.  "No.  I mean, I want to, but if you don't... "  
  
"Oh, I want to!" Clark interjected.  
  
Chloe blinked.  "You do?  Are you sure?"  
  
Clark smiled that wide heart breaking smile of his.  "Chloe, I've wanted you before I even knew _what_ it was I wanted.  I've wanted you since that first day you kissed me in this loft.  I always thought you didn't want me.  Not really anyway."  
  
"But I threw myself at you last year!"  
  
"Yes, after being poisoned by kryptonite love juice and telling me over and over for years how important our friendship was.  Can you blame me for not believing it?  I couldn't risk losing you."  
  
"Point taken.  Alright.  So how do you feel now?"  
  
"Like I'll be waking up alone any moment now.  Like this is more than I could have ever hoped for."  He looked down pointedly at his rigid member.  "Like I want you very badly."  
  
She let her smile break free.  "Good."  Then she stepped forward into his embrace.

 

* * *

  
  
Clark leaned down and seized the back of Chloe's head with one large hand.  He kissed her deeply, massaging her tongue with his own when she slid it into his mouth.  He let his free hand fall to her hip and gently pulled her forward.  His hard cock rested against her belly, twitching and shining with beads of moisture as he kissed her with the repressed desire of years.  
  
He would never be entirely sure who moved first, but they found themselves back on an undamaged part of the couch.  Chloe was sprawled under him, and Clark felt his painfully hard cock hover at the hot wetness of her entrance.  
  
"Ready?" he asked, though he had no idea what he would do if she said no.  
  
"God, yes!" Chloe cried, raising her hips up to meet his piercing thrust.  
  
He slid home with that single push.  Chloe released a glad cry, her back arching up from the sofa cushion.  For his part, Clark released a wordless exclamation of pure masculine exaltation.  Nothing in his entire life had ever felt as good as being buried in Chloe.  And that included the mind shattering orgasm from just as little while ago.  There was just something innately _right_ about joining his body with hers.  Something that defied explanation, something both full of, and greater than, lust.  
  
He finally felt like he was exactly where he was meant to be all along.  
  
Then Chloe began moving under him and his thoughts scattered like leaves in the wind.  
  


* * *

  
  
Chloe had feared the size of Clark when she had first seen him, but now she relished the feeling of stretching fullness.  Her body loved the feel of him.  The heavy maleness, his scent, the hard body, and velvet-over-steel of his cock in her.  It was the most insanely good feeling in the world.  And she wanted more.  
  
She raised her hips and squeezed the muscles inside her where they clung to him.  
  
Clark pulled in a tight breath and began moving in her.  
  
All rational thought fled as she chased the sensations flowing through her.  
  


* * *

  
  
_Good.  So good._  
  
Chloe's body was wetter and tighter, and clung to him in a way he never could have imagined.  It made his fantasies seem like comparing a child's crayon drawing to a great work of art.  Unfinished and chaotic bursts instead of the perfection of form and incredible intensity of the real thing.  Pressure was building behind his eyes, and he closed them tightly.  They itched and burned, and he couldn't risk his heat vision going off.  The change left him disoriented, and he felt himself slipping off the couch.  He only had time to grasp Chloe as they tumbled to the floor next to the couch with Chloe now on top of him.  The fall slammed her still mounted body down on him.  Hard.  
  
She let out as gasp that he echoed.  He opened his eyes to make sure she was OK.  
  
"Shut your eyes, Clark!" she cried just as he felt the heat coalesce from his vision.  
  
She had seen the warning sign just as she had promised.  Then she began moving on top of him and his momentary distraction was gone.  
  


* * *

  
  
Clark Kent was at her mercy.  Chloe had never gotten into horse riding like Lana had, but she could see the appeal in Kryptonian riding.  She set a hard, fast pace on Clark's body.  He met her every downward press with an upthrust of his own hips.  The crashing together of their bodies quickly brought a return of the building pressure she held felt before they tumbled.  And then some.  
  
She found unintelligible gasped words and cries coming from her lips as the tightening started in her body.  A climbing, building, pressure that left her just on the edge of something earth shattering.  She knew Clark was feeling it too when she saw his tight jaw and throaty grunts.  Something had to give.  Something had to...  
  
Clark reached between them and pressed on her clit just as her body crashed on his again.  
  
That did it.  Everything went white as her body went mad.  
  


* * *

  
  
Clark bellowed as the squeezing, milking, pulsing tightness of Chloe's orgasm sent him over the edge with her.  His body spasmed and burst into her.  Thankfully, his eyes locked shut without any conscious thought from him.  His hands, which had been on her hips, had dropped to his sides as he went rigid.  He felt his fingers sink into the wood of the loft floor for a moment.  Then he no longer felt the hard floor.  But he didn't care as his body was still being squeezed by hers.

* * *

  
  
The aftershocks were just starting to fade away when a drop and a thump caused Chloe's teeth to rattle and she banged her knees.  Her eyes sprang open, confused.  They were on the floor.  They had been on the floor.  So how had they dropped?  
  
Wait.  Had they _actually_ been on the floor?  
  
She vaguely recalled that at one point her feet dangled on either side of Clark.  
  
Clark was blinking up at her, just as confused looking as her.  
  
Chloe tilted her head to the side and asked, "Can you fly, Clark?"


	5. Chapter 5

_Chloe tilted her head to the side and asked him, "Can you fly, Clark?"_  
  
Before Clark could reply, they heard someone calling.  
  
"Clark?" his mom's voice came from outside the barn.  
  
His eyes snapped to Chloe lying naked on top of him.  Her eyes were wide.  He expected his were just as big.  Chloe bore a perfect "Oh shit" expression.  His first instinctive reaction was to protect Chloe from being seen in her bare state.  
  
So he tossed her behind the couch.  
  
Unfortunately, they were still on the floor in front of the couch, so it was a farther toss than he had originally expected.  Chloe went flying with a surprised scream and landed with a heavy "Oof!" on the far side.  
  
"Clark!"  his mother's voice suddenly sounded concerned and he heard her rushing through the barn.  He supersped into his clothes, and collected Chloe's discarded clothes, though her panties were missing.  He tossed the clothes to the far side of the couch.  
  
The ruined couch.  He thought about grabbing a blanket to throw over it, but even at his superspeed, time had run out.  His mother appeared on the loft steps.  
  
"Hi, mom.  What's up?"  he smiled in what he hoped was an innocent manner.  
  
"Clark.  Are you ok?"  
  
He put his hands in his pockets and tried to look casual as his mother climbed the second level of stairs.  "I'm fine, mom.  Everything is good up here."  
  
"Are you sure?  I thought I heard a scream just now."  
  
"I'm sure --"  his voice stopped as his mother's foot caught on...  
  
A pair of red satin panties.  
  


* * *

  
  
Leaning down, his mother picked up the very feminine panties.  "Clark?" she inquired of him with a raised eyebrow.  "Who do you have...?"  
  
Just then, Chloe popped up from behind the couch.  She had managed to don her tank and sweater, though it looked obvious to Clark she still had no bra on.  "Hi, Mrs Kent."  Chloe said cheerily, though the awkwardness was clear in her red cheeks and overly bright smile.  
  
Martha Kent's shocked eyes flashed to Clark.  
  
Clark cleared his throat.  "Mom, you know Chloe, of course.  My girlfriend."  
  
Martha blinked and her eyes flashed to Chloe then back to Clark.  Then a huge smile spread across Martha's face.  She walked over to Clark and handed him the panties nonchalantly.  She beamed over at Chloe who was still standing behind the couch.  "Well, it's about time," Martha declared.  
  


* * *

  
  
_Girlfriend!_ Clark had called her his girlfriend!  
  
Chloe tried to keep her legs from shaking where she stood behind the couch.  Where she hid he pant-less and panty-less state.  
  
Martha Kent beamed another smile around and turning, walked back down the steps and out of the barn.  
  
"Come on over for dinner whenever you guys are done...catching up."  
  


* * *

  
  
As soon as Martha was gone, Chloe rounded on Clark.  "What the hell, Clark?!"  
  
He looked adorably sheepish.  "Sorry.  I just sort of panicked.  I didn't want her to see you..."  
  
"Naked?  Sans pantalones?"  
  
"What?  Wait -- without pants?"  Clark's brow furrowed and he was squinting at her in a way she recognized as his x-ray vision.  When he snapped out of it, his eyes were huge.  "Oh my..." he breathed.  A warm glow started in his eyes again.  
  
She trailed her fingers over the back of the couch, letting her smile turn warm to match his.  "Next time you can make it up to me.  In a bed."  
  
Clark looked at the ruined sofa.  "A bed?  Would that be a good idea?  I mean look what we did here..."  
  
Chloe's smile held a world of sensual promise.  "We'll be careful."

* * *

  
  
They broke the bed three times that week.  And Clark scorched the ceiling twice.  The final time the bed broke, the frame was so badly shattered it needed to be completely replaced.  
  
They couldn't stop laughing about it as they burrowed together under the covers.  
  
"Next time, you need to buy a sturdier bed," Chloe laughed.  
  
"Next time, my girlfriend needs to be more gentle on me."  
  
Her eyes widened in mock outrage.  "Me!  You blame this on me?"  
  
Clark shrugged.  "Well yeah.  I mean, we could have gotten this down _years ago_ if you hadn't been so stubborn."  
  
Chloe found herself in a rare moment.  She was at a loss for words.  
  
"But it's OK.  You were worth the wait."  He smiled at her beautifully.  
  
His words caused Chloe to freeze.  He didn't know it, but she had said those exact words to him when he was fever-sick.  
  
The words of that long-ago letter haunted her.  
  
 _I want to let you in on a secret, Clark. I'm not who you think I am. In fact, my disguise is so thin, I'm surprised you haven't seen right through me._  
  
She had been hiding so much from him for so long.  But he had finally torn through her mask.  
  
 _I'm the girl of your dreams masquerading as your best friend._  
  
He still was her best friend, but now he was also so much more...  
  
 _Sometimes I want to rip off this façade like I did at the Spring Formal, but I can't because you'll get scared and you'll run away again. So I decided that it's better to live with the lie than expose my true feelings._  
  
She hadn't known at the time, that they had both been living the lie, waiting for the right time.  The never-ending series of "next-times."  
  
 _My dad told me there are two types of girls: the ones you grow out of, and the ones you grow into. I really hope I'm the latter. I may not be the one you love today, but I'll let you go for now, hoping one day you'll fly back to me. Because I think you're worth the wait._  
  
It turned out they had grown into each other, finally letting go of the fear of losing the other and risking their hearts.  
  
Clark Kent. Her best friend.  Her boyfriend.  Her lover.  
  
Her love.  
  
She smiled at him with all the love she felt for him in her eyes.

* * *

  
  
Clark's breath caught at the depth of the look in Chloe's eyes.  He saw so many things in their green depths.  
  
He saw them laughing together curled on the couch with Shelby.  
  
He saw them working together at The Daily Planet.  
  
He saw them living together here at the farm.  
  
He saw them going to their class reunion together, arm-in-arm.  
  
He saw her walking down a flower strewn aisle in a white dress towards _him._  
  
Love.  
  
He saw love.  
  
He saw their future.  
  
He blinked and let his own smile reflect his joy.  He didn't need to wait for any more "next times" with Chloe.  She was here now.  
  
And he couldn't be happier.  
  
  
  
\---The End----

**Notes for the Chapter:**

> The next chapter is just author's notes. This is the end of the actual story. I hope you enjoyed it!


	6. Author's Notes

This story was written for the fall 2014 secret_chlark exchange.

I was very excited to see that my secret-chlark was actually for someone that I was familiar enough with that I had a pretty good idea what she would like in a fic.  The lovely and talented purple_moon123 on livejournal.  
  
She has been just wonderful reading and commenting on my fics on LJ - even lending me her gorgeous artwork for my livejournal!  So I thought I had a pretty good idea of what she would like in a fic.  I REALLY hope I got it right for her!  
  
So the prompt I mainly worked from was:  
  
1) post Vessel kiss AU where they get together after all  
  
Though I did throw in a bit of:  
  
2) post Fever AU where Clark finds Chloe's letter  
  
  
It took me a few days or so to figure something to do with these prompts that would be somewhat unique.  I tend to like weaving around canon, and one thing that always struck me about Chlark was how they kept backing away whenever one or the other did something that wasn't strictly friendly.  Though they (both) took turns looking disappointed when nothing came of it.  This made me think about why they would keep backing down...and what could finally cause them to take the chance.  That is where I decided to focus.  They kept circling and coming back, always leaving the door slightly cracked.  Hence the concept of "Next Time."  
  
I thought it would take something big to make them finally take the chance.  Or something _s._ Almost losing each other for good on dark Thursday.  Clark finally realizing he could really miss his last chance with Chloe.  Chloe realizing that he had been pushing her away for what he thought was her best interest.  
  
As for the AU part of it...sadly things didn't turn out the way I had them go here.  Though I did have some fun with Clark's "physical" side.  In canon, he stopped sleeping with Lana after his power returned (and she was normal human) out of fear of hurting her, but does later sleep with Lois when powered.  He claimed he had learned better control by then, but I had my own theory...which I used here.  
  
I mean -- COME ON! -- there had to be smut!  
  
Last, but most certainly not least -- a huge THANK YOU to chleansmile on livejournal for the wonderful banner and icons for this story!  She's the best!  You can see her lovely work on my livejournal page.


End file.
